Rush Fairs
by Remy.Potter
Summary: When a new pony visits Ponyville looking for roots of his past will he find more than a former rock farmer? R&R ALL CLEAN!
1. Rushed

It was a bright and sunny day in Ponyville and Rush Fairs was getting off the small train that'd taken him from Fillydelphia to Ponyville. He had come down from Cloudsdale and then took the train to Ponyville. "Thank you sir!" Rush said as he stepped off the platform and he walked over to the information desk where a very bored mare sat. "Um, hello I'm Rush Fairs a visitor her-"

"All visitors must be given a pass!" The mare sighed and handed him a small pass, using her horn she magically wrote his name and gender on it.

"Yes, well, anyways umm so I'm looking for a Earth Pony named Pinkamena Pie an-"

"Your business must be added to the visitor pass!" the mare once again used her horn to write Search Mission.

"Okay, your _very_ dedicated to that pass, as I was saying, I'm looking for a mare named Pinkamena Pie, she's an earth pony, and I was wondering if there is anyone here with the last name of-"

"There is only one pony with Pie as their last name and that is Pinkie Pie, she is currently living in the Cake's upstairs apartment at Sugarcube Corner two blocks down from town square on the South side, if you take the regular path down then you should reach the town square coming in from the east side."

"Thank you!" Rush forced a smile and walked away his visitors badge digging into his chest. The mare had been helpful but in a _very_ unhelpful way! Anyways there had been more ponies he had wanted to ask about but he was afraid to go back to the information desk. He walked out of the train station and looked out at the beautiful valley that was home to Ponyville, he could see why many types of ponies came here, from Pegasi to Unicorns alike. The valley was deep and the sky above was beautifully clear. The small buildings snuggled together and the stone paths were cleanly washed and the plants flourished. The only thing missing were the ponies! The streets were completely empty! He very carefully walked down the small path to the village. As he got nearer he could hear some sort of commotion coming from town square. Panic raced through him as he galloped down the streets, had there been an accident! Missing ponies? Please let there be missing ponies!

Reaching town square he skidded to a stop, greeted by a large crowd of ponies. The ponies where chanting something that sounded like "_Dash! Dash! Dash!_" But other ponies where chanting "_Pink-ie Pink-ie!_" Pinkie as is Pinkie Pie? It was certainly worth a shot. He extended his wings and soared above the crowd and landed lightly towards the front. Quickly pushing through the last of the ponies he found a sight to behold. In the middle of town square there were six ponies. Two of the ponies sat behind a table which was over-burdened with treats. The two mares that sat behind the table were eating as fast as possible, one was a blue Pegasus with a rainbow mane, and the other was light pink earth pony with a bright pink mane. On the other side of the table stood the last four ponies, two of them stood by the blue pony, an orange one with a blonde mane and a yellow one with a light pink mane, the orange one was screaming at the top of her lungs while the other one was quietly encouraging the blue one. By the pink one stood two more ponies a lavender one with a dark blue mane with pink streaks and a gorgeous white one with a royal purple mane, she had beautiful blue eyes and a perfect smile, Rush couldn't look away. "Who is _that_?" Rush breathed.

"You've got the right idea bro'" said a blue earth pony to his left "all those girls are attractive but Rarity's by far the hottest."

Surprised but happy to know the white one's name Rush happily engaged conversation with the blue pony "Her names Rarity? That's a gorgeous name! What are the other's names? I'm Rush Fairs by the way." Rush smiled

"Nice to meet you Rush I'm Blue Waters," The pony returned Rush's friendly smile and continued " The lavender one is Twilight Sparkle, she's really smart and friendly but probably one of the less attractive of the group, especially after the smarty pants incident. The yellow one is Fluttershy, she's graceful and kind but a bit of a scaredy pony and very shy. The orange one is Applejack, she's loyal, honest and hot, no pony turns down a natural blonde, and she works on a farm so she's a hard worker. The light blue one is Rainbow Dash she fast, loyal and awesome, her and Applejack are super tight, but she can be a bit air headed sometimes, she lives in the clouds _literally_. Finally, the pink one is Pinkie Pie, she energetic and throws awesome parties. They are the most popular ponies in Ponyville; they stopped Discord and Nightmare Moon."

"Really? Wow so _they're_ the elements of harmony!" Rush smiled, for some reason he had a feeling that he would be interacting with them a lot. "So what's going on here?"

"A food eating competition between Dash and Pinkie." Blue said "It's only happened once before and no pony's quite sure what happened last time."

"Ah, so who's winning?"

"I think Pinkie but Dash seems to be pacing herself a bit more, so she's probably saving up for a big gulp. It should be over in a few minutes." Blue turned his attention back to the 6 ponies. Blue had been right, the competition was over about 2 minutes later. Pinkie Pie won but it was a close race. Rush hadn't entirely decided if Pinkie was Pinkamena, the pink pony he knew was small, quiet and had severely short hair as to better the production on her family's rock farm. Rush breathed in a sigh and walked toward the 6 ponies.


	2. Chapter 1 continued

Okay, so this morning I realized I had no authors note, which frustrated me because I think all Fan Fiction Authors should have an author's note and a disclaimer and whatever…..So here it goes: This story contains two OC's Rush Fairs and somepony else (I'm not saying whooo) and for those of you who might think this story is Rarity oriented then I sincerely apologize because I tried my best to not make it so. For those of you who thought this was a new chapter don't fret because there will be one up either tonight or tomorrow as I'm unsure of my schedule. Now, finally a very important matter I need to know your opinion on Rush Fairs (my OC) because honestly he's open for edits and I haven't got his look down quite yet so send me any ideas, adjustments or anything else you have for me and you will see results. I promise that most of my author's notes won't be this long but I needed to get it straight. Peaces Remy. Potter

Disclaimer: I don't own My Little Pony (inc) and I don't have the rights to Hasbro (c) and the only thing that is mine is my two OC's but they came from MLP.


	3. Raised

**Okay, this is my second OFFICAL chapter and I really hope you enjoy, and relise (not sure how to spell that) this is the start of something HUGE for the ponies. Please Review! Rems**

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><p>Rush slowly but surely walked over to the white unicorn that was cleaning up the mess that had been made in town square.<p>

"Are you the famous Rarity?" Rush asked keeping his calm, trying to act natural.

"Why yes, I am." The unicorn spun around and her big, beautiful eyes hit him full in the face, unleashing their beautiful wrath.

Attempting to keep his cool, Rush smiled "I'm Rush Fairs and I have to say I have never met pony prettier than you." Rush had learned to be outright with complements when first meeting a mare, that was the best way to entrance a woman.

"You're not so bad yourself… Rush." Rarity gave him a dazzling smile and batted her gorgeous eyes.

"Since I would find it hard to find anything with a just a _regular_ pony who certainly doesn't know a thing about beauty," Rarity started nodding, her face filling with glee "Then would you do he the honor of accompanying me around Ponyville?" Rush finished smiling.

"I would _love_ to!" The unicorn said, unable to wipe the smile off her face "I'll give you the grand tour, just as soon as I finish cleaning up!" She closed her eyes, allowing her magic to flow freely, and in no time she had cleaned up the mess, leaving the town square sparkling.

"Where should we start?" Rush asked

"I was thinking... the Ponyville statue garden! It's delightful!"

"Sounds good." Rush smiled to himself as he followed Rarity to the statue garden. For once in his life he didn't feel stressed about work, he forgot about his mission to Ponyville, right now all Rush cared about was spending an afternoon with a beautiful unicorn.

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><p>"And then the big tree went, <em>whoosh<em>! Right into the window, which broke of course, and Applejack's like 'golly Rarity ahm so sorry, let's call a truce and fix this up' and I was like 'I am also deeply sorry for being irrational I'm willing to do this together' and so with the power of friendship we got the tree out of Twilight's library and cleaned up the mess!" Rarity beamed and Rush "but enough about me tell me about you." She leaned forward on the table and stared at him with those big eyes.

The two ponies were currently have lunch together at the small sidewalk café. They were taking a break from their tour of Ponyville, Rarity had shown him the statue garden and several other historic Ponyville monuments, she had given him a small tour of her shop and when Rush mentioned that he felt hungry, she allowed a meal break which lead them to the small outdoor café.

"Well there's not much…." Rush said quietly

"Oh please! Anything about you is interesting to me." Rarity batted those huge eyes, turning their full force on him.

"Okay then, I grew up in Cloudsdale with my parents and younger brother."

"Ohhh that's fascinating!" Rarity commented, her face full of interest

"I then attended Cloudsdale Flight Academy along with a couple of good friends."

"Oh I know someone who went to CFA too! Her names Rainbow Dash maybe you've heard of her?" Rarity asked, she seemed to be yearning to know as much as possible about Rush.

"Well that name sounds a little familiar…"

"_Great! _I'll take you to meet her!" And with those words Rarity hopped up and grabbed Rush's hoof, leading him off to another adventure.

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><p>Rainbow was having a piece of humble pie, as Pinkie jumped around her shouting with joy.<p>

"Aww Rainbow its one thing to lose, but it's another to act glum about it." Applejack said "I mean I would think you'd used to losing by now, with me as a best friend." Applejack laughed at the glare the blue pony gave her "Loosen up Rainbow! You can try again in a couple weeks."

"That's _true!_" Rainbow said, suddenly popping out of her miserable state. "I'll just have to work on getting better at eating larger portions! You'll hel-" Rainbow struggled

"I'm sorry what?" Applejack asked a smile pulling at her mouth.

"Will you he- hel- help me?" Rainbow asked her best friend, tasting the word; she had never asked "help" before as she preferred to do things on her own.

"Well, all you have to do is ask!" Applejack smiled as she ruffled Rainbow's hair.

"Hey! I spent hours getting it perfectly messy!" Rainbow sighed and suddenly tackled Applejack and the two best friends went into a wrestling match on the park lawn.

"So much for PERFECTLY MESSY!" Applejack yelled

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><p>Fluttershy was sitting next to Twilight on a small blanket watching the two friends play. Pinkie skipped over to them.<p>

"WOW! I _never _expected to win against Dashie! I mean Dash is _in_ her name so she would definitely be fast!" Pinkie continued to ramble on, speaking in the rapid fire way she normally did.

"Hey, Fluttershy have you seen Rarity?" Twilight asked as she realized Rarity was late for the celebration picnic that they'd planned after the competition.

"OH, ohh! Are we playing I spy? I _love_ that game! Hmm I spy with my light blue eye something… Purple and WHITE!" Pinkie giggled, quivering where she stood. "Okay I can't stand it! It's Rarity!" Pinkie pointed to a white unicorn that had the signature royal purple curls that signified Rarity as Rarity.

"Who's she with?" Rainbow asked, her and Applejack had come over to hear what the girls were talking about.

"It looks like a _stallion." _Twilight breathed the last word, staring at the dark maned pony accompanying Rarity, they seeming to be looking at the sky calling someone's name. They looked down and Rarity spotted them, a flash of realization crossed on her face and she said something to the unknown stallion, and the pair made their way over to the other ponies.

"Let's go meet Rarity's _booyfrieend!_" Pinkie sang happily as the pair drew nearer.

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><p><strong>Quite a stacked chapter huh? So as I said before please REVIEW! :D every review is really really REALLY helpful! Peaces! <strong>


	4. Petrified

**:D I hope you enjoy this chapter I certainly did! (Pinkie giggle) I hope you like this! Love. Rems**

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><p>Rarity tried to even out her breathing, it was one thing to introduce a guy to one friend it was another to introduce him to <em>all<em> of them well, all her best friends at least.

As they walked toward the multicolored group, Rarity saw the naked surprise on her friends faces. Each of them were practically quivering with excitement especially Pinkie who was literally jumping up and down with excitement.

Rarity measured Rush's reaction, so far he seemed to be taking it well. Rarity could help but showing admiration for the stallion and attraction with his longish mane, light brown coat and playful eyes what mare could help herself? He also seemed to take everything so coolly, allowing Rarity enough time to talk about herself and waiting politely for his turn.

All of the sudden Rush gasped, his eyes bulged "P-p-p-i-i-i-n-n-k-k-k-a- -" he spluttered unable to make a full sentence.

"Rush! Dear are you all right?" They had almost reached the group and he was having a nervous break-down.

"Help! Applejack, Twilight!" Rarity screamed as Rush started shaking violently and them fell over. Twilight quickly ran over.

"Rarity what's going on?" Twilight's eyes were full of concern.

"I'm not sure he just started…he started… " Rarity started sobbing, mascara running down her cheeks.

"Rarity calm down, just calm down and tell me what happened." Twilight said soothingly while Fluttershy and Applejack started performing emergency medical treatment.

"He just stopped and I think he started to-sob-say Pinkie bu-"

"Did someone say Pinkie?" Pinkie said, she raced over to Rush "Hmm, yes, yes I see, He's having a memory issue!" Pinkie declared

"Pinkie how could you possibly know that?" asked Twilight, confusion crossing her face.

"Because, silly! He fell over all twitchy-stuff! He'll be fine a couple minutes! The ear-flap _never _lies."

"Okay… Whatever you say Pinkie…" Twilight said, she sounded a bit nervous but decided to trust her friend.

"3….2….1!" Pinkie sang and all of the sudden Rush opened his eyes and popped up.

"Whoa! Wha-what happened?" Rush looked extremely confused.

"You had a memory prob Rush! Like the old days!"

"The _old_ days?" Rarity asked

"Yeah! Me and Rush knew each other back when I lived on the rock farm!" Pinkie said it with certainty.

Rarity looked flabbergasted "Why didn't you say anything _earlier_!" Rarity shrieked.

" 'Cause I didn't recognized him!" Pinkie started jumping again

Rush finally got a word in "Pinkamena?" Rush looked fairly confused

"Yup! Wow you look so grown-up now Rush _but _you still have a magifyer-thingie as a cutie mark!" and indeed Rush had magnifying glass as a cutie mark.

"You look so happy and loud…" Rush said quietly, his face showing a mixture of confusion and horror.

"Pinkamena?" Twilight asked confused.

"Yup! That's my full name but Pinkie sounds so much more _exciting_! Don't yah think?" Pinkie giggled and spun around.

Rush was still in somewhat shock "Rush dear?" Rarity said softly "Why don't we get you to the boutique and get you some tea?" It seemed Rarity was the only one not in complete shock or acting somewhat crazier than usual.

Rush nodded silently and the two headed over to the shop with Pinkie insistent on joining them. As Rarity went to make him some tea she sighed, it looked like her plan to spend the day with Rush had been ruined.

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><p>Fluttershy watched as Pinkie, Rarity and the new stallion walk over to the boutique.<p>

Fluttershy looked over at Rainbow Dash. " Do you really think Rarity has a new boyfriend?" Fluttershy asked in her soft, shy voice.

"I dunno Fluttershy but they'll figure it out. Strange with Rush know Pinkie huh?" Rainbow asked her shy friend.

"Yeah… I think I'm going to go home and check on Angel…" Fluttershy trialed off as she walked up the road that would take her home.

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><p>Rainbow Dash looked around, Applejack and Twilight had gone to the library to research about Memory "Problems" as Pinkie Pie called it, and about Rush's past.<p>

Crap. Now Rainbow had nothing to do. She sighed, and took off angling her wings to head up her cloud home when she noticed a for sale sign in front of Golden Harvest's house. Confused and interested she flew down to check it out.

"Hey Goldie!" Rainbow shouted as she landed on the lawn of Golden's home.

"Oh hey Rainbow Dash!" The orange maned mare said as she pushed a few boxed items onto a moving cart.

"Why're you moving?" Rainbow asked, she had a habit of getting straight to the point.

Goldie smiled "Because I got a new job in Fillydelphia, I was assigned to switch with a therapist, because Princess Celestia thought it would be a better fit for the both of us.

"So we're gonna have_ another _new face around here?" Rainbow said

"Yup, basically… I think that's everything that can fit in here…"

"Well you seem busy, bye Goldie!"

"Bye Rainbow Dash! I'll see you at my moving party right? And she's gone…" Golden Harvest sighed and turned around to pack some more boxes.

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><p>Fluttershy watched as Rainbow took off into the air and out of sight. Quickly she turned around and headed for the boutique, for the first time ever in Fluttershy's existence she was about to do something sneaky.<p>

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><p><strong>DUN DUN DUUUNNNN! :D Wow that was a very exciting chapter! Thank you to all of you who reviewed my story! I'm not gonna put names for privacy reasons :D. I'd like to thank the song Without You by David Guetta ft. Usher. Please review! My heart starts beating like a drum every time I see a review in my inbox (this is serious)! If you want to review each chapter please do so! Love, the Famous<strong>

**Disclaimer: I do not own any characters that were created by Hasbro and my OC's came from ideas from My Little Pony Friendship is Magic**


	5. Flushed

**Wow, another chapter! :D that makes Four right? I hope you enjoy and remember to review! :D love. Rems**

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><p>Fluttershy tried to quiet her pounding heart, she was nervous because she'd never done anything like this before.<p>

As she continued down the walk she tried to resist the urge to dive behind the bushes, but now was to the time to be a scaredy-pony. Fluttershy looked around making sure no one was following her.

As she approached the boutique she felt herself starting to quiver. She'd _never_ done this before! She spread her light yellow wings and flew to the top of the boutique, from there she quietly hopped from roof to roof, using her wings to lighten her landings, she mustn't be caught.

As quiet as a mouse Fluttershy landed above the nearest window and softly slid it open.

Applejack was getting frustrated. "Twilight! Have ya found anything yet?"

"No, but we need to keep looking!" Twilight's response came from a large pile of books that created a sort of fort.

At the moment Applejack was doing a background research on Rush Fairs, or whoever he was. She was currently checking through population of Clousdale book that Princess Celestia had lent Twilight. It was HUGE and according to the book there were 250 ponies with the last name of Fairs.

Twilight was looking for the diagnosis of memory problems, as Pinkie had dubbed it. Applejack really wished she had someone like Spike to help her look through the books. Sighing, Applejack turned to the next page.

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><p>Rarity was still waiting for the water to boil so she could add the tea leaves. She was thinking about her reaction to when Rush had been having a panic attack. A lot of emotions had attacked her brain at that moment, which was making her question the fact that she was sane.<p>

She'd been a bit relived when Pinkie offered to come with her and Rush, but now she was feeling a bit jealous. Here she was making tea while Pinkie was chatting with Rush filling him in about her life after the rock farm.

Finally, after what felt like a year, the tea was done. She quickly loaded the tea cups on to a tray and hurried to the sitting room.

Rush looked at the pink pony sitting across from him. She was going on and on about the party she'd planned for the lavender unicorn Twilight when she'd first moved here.

"And _boom_ we all yelled surprise!" Pinka- sorry- Pinkie finished a huge smile on her face.

"Wow, umm, that's very exciting Pinkie." Rush was trying to be pleasant, but the pink pony was going to give him a headache.

He was so relieved when Rarity walked into the room with the promised tea that he missed the small creak of the window opening.

"The tea has arrived!" Rarity smiled warmly at him and Rush returned the smile, he hadn't realized how much he'd missed the white unicorn's company.

"Wow that looks great Rarity!" Rush said as she handed him a cup.

"YUM tea! Thanks Rarity! Do you know what will go _great_ with this tea?" Pinkie asked excitedly.

"What would that be, darling?" Rarity asked.

"MUFFINS!" Pinkie raced to the kitchen to make a batch.

"Are you sure you should trust her in the kitchen?" Rush asked smiling

"Ah, she's a professional she'll be alright." Rarity returned Rush's smile. "So, did you really know Pinkie when she lived on the rock farm?"

"Apparently, I did, she has the same complexion but this Pinkie is much different than the Pinkie I once knew."

"How so?" Rarity asked, he face was full of wonder.

"This Pinkie was quiet, never laughed and had straight hair." Rush looked at her with a smile as he measured her reaction.

"Pinkie was _quiet_? And never laughed?" Disbelief colored Rarity's tone, her face had surprise all over it.

Rush laughed quietly "I know, a bit hard to imagine isn't it?"

"Well a bit, but we, as in her best friends, already knew a lot about Pinkie's life as a rock farmer. I have a question for you."

"Ask away."

"You mentioned earlier that you were looking for something and I'm wondering if you've found it yet." Rarity said it like she was wondering if he would be staying in Ponyville much longer.

Rush thought about that for a minute. "I have found a few things." He said slowly "But, whether or not I've found what I looking for I intend to stay in Ponyville for a while."

Rarity blushed like crazy. "Then we better set you up with a place to stay before we find something more permanent."

"I would love that Rarity!" Rush beamed.

"MUFFIN TIME!" Pinkie yelled at the top of her lungs as she barged through the swinging kitchen door. A small yelp came from the roof, as the room filled with the delicious smell of pumpkin muffins.

"These look delicious Pinkie Pie! But you did clean up the kitchen, right?" Rarity asked nervously her OCD tendencies kicking in.

"Of _course_ silly!" Pinkie smiled as she set the muffins down.

Looking relived, Rarity took a bite of her muffin.

Rush stared at the plate of muffins "How did you make them so fast…" His voice was quiet.

"Don't worry about it Rush! Just enjoy the muffins." Rarity laughed as Rush picked up a muffin and nibbled on it.

"Wow these are really good Pinkie!" Rush exclaimed.

The threesome enjoyed the rest of the muffins and tea. "Well Rush, we should probably take you to the hotel where you can stay until you find a house!" Rarity smiled and Rush followed her out the door.

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><p>Fluttershy flew away from the window, her heart pounding from what she'd overheard. Rarity not only liked Rush, she was in <em>love<em> with him. It was a bit scary thinking that Rarity might soon have a boyfriend. It was also a stunning realization that Pinkie hadn't ever laughed. Even though she knew that already it was still frightening.

Landing by her house she tried to steady her breathing. She walked into her home and Angel quickly approached her with a letter in paw. "Huh? What's this Angel?" She took the letter from Angel and opened it, it read:

_Fluttershy,_

_ Applejack, Spike and I, Twilight, need you to come to the library immediately as we need assistance in our research conduction on Rush Fairs. Please come as soon as possible. _

_ Best Wishes,_

_ Twilight Sparkle_

Fluttershy quickly left her cottage and headed toward the library, she was determined to assist them as soon as possible. Using her wings she arrived at the library in record Fluttershy time.

"What can I do to help?" Fluttershy asked as she entered the library. She stopped, books were strewn across the floor, Twilight, Applejack and Spike where pouring over several books.

"Fluttershy! You arrived just in time! Can you help Applejack look for Rush Fairs in the Cloudsdale books?"

"Sure." Fluttershy said timidly, not daring to mention the conversation she'd overheard. She walked over to Applejack who looked like she might scream. "Applejack you're looking at it all wrong. You have to look at the book in accordance to color, Cloudsdale is very rainbow oriented. He's light brown right? Well look for the light brown section." Fluttershy quietly turned to the light brown section and in no time found Rush's name. "Oh, he's a detective."

"Okay, we've found the name, now what?" Applejack asked.

"You look in the book called 'Rock Farms of the South Side' I assume you have it Twilight?" Fluttershy asked.

"Yeah, I do, Pinkie gave it to me a couple weeks ago. I know it's around here somewhere… Here it is!" Twilight handed Fluttershy and Applejack the book.

"We also need 'Crimes of Cloudsdale'."

"Here you go!" Twilight handed Fluttershy the book and the two girls started pouring over them. Several minutes passed.

"Oh sweet, merciful Celestia!" Applejack yelled.

"What, what is it? Did you find something about Rush?" Twilight asked, as she and Fluttershy raced over.

"I've identified something about the rock farmers of the south side, not exactly about Rush though." Quietly Applejack showed them the page on Pie Rock farm. Twilight gasped, Spike burped and Fluttershy fainted. The Pie family rock farm was _the_ richest and most successful rock farm in all Equestria, which begged the question: Why did Pinkie Pie leave?

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><p><strong> I hope you guys enjoyed that it took me a while! :D I hope your head's buzzing with questions! I'm not sure when the next update will be but I think it'll be today or sometime next week! Love, The Famous <strong>

**p.s: Remeber to Review! :D **


	6. Anger

This is the 5th Chapter Disclaimer: I only own OC's

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><p>Applejack woke up in her small farm bedroom with a sense of purpose. Today she, Fluttershy and Twilight were going to talk to Pinkie Pie.<p>

Although Applejack doubted that Pinkie Pie would answer like a normal pony she was willing to give it a shot. Slowly Applejack got out of bed and opened the curtains to her window. Carefully brushing her hair she put her mane and tail into –um-ponytails. She grabbed her hat and raced down the stairs, ready to start the day.

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><p>"Why are mornings so hard?" Twilight grumbled as she pulled a brush through her mangled mane. Twilight wiped the crust out of her eyes and took a sip of water. She walked downstairs and was greeted by an orange pony with a blonde mane.<p>

"Howdy Twilight! Ah told Fluttershy to meet us here as soon as possible so we can get this plan ready."

The door creaked open and Fluttershy walked in, her mane looked, if possible, prettier than usual.

"Uh, Fluttershy why do ya look so dolled up?" Applejack asked

"Rarity asked me if she could do my mane and I had no reason to say no." Fluttershy said timidly "Do you like it?"

"Yes!" Twilight said quickly "Now can we get back to business please?" She sounded annoyed

"Of course Twi, we're just saying hello."

"Fluttershy, I assume you have the cupcakes?" Twilight asked consulting her-what else could you expect-checklist.

"Yes, of course Twilight." Fluttershy wheeled in a cart full of the delicious treats.

"Now yah'll remember the plan?" Applejack asked

"Of course we do! We have a_ checklist_ for Celestia's sake!" Twilight said exasperatedly

"Well, should we go?" Fluttershy asked

"Sounds good, let's go." As Twilight and the two other ponies left the library Fluttershy had a feeling that this would not be her last mischievous act.

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><p>Rarity breathed as she arrived at Rush's hotel. She'd been able to avoid Pinkie for the entire day which was a good sign, she had to make sure Pinkie didn't barge in on <em>another <em>one of Rarity's dates with Rush.

Making sure no one was following her; she ducked into the hotel's lobby. "Excuse me? I'm looking for Rush Fairs' room, I'm a friend.

"I see the new pony that checked in last night? He's in room 22, just down this hall." The colt at the desk gestured to the hall behind him.

"Thank you sir!" Rarity made her way to the room, absently smoothing her curls and checking her reflection in door knobs. "Let's see… 18…20… ah! 22." Rarity stood triumphantly in front of the door, a smile on her face as she knocked on it.

Rush heard the knock on his hotel door and he quickly raced to it, excited and scared about what the day could hold. He had promised Rarity that they could have a special picnic at noon together and then complete their tour as it had been interrupted by her friends.

He opened the door and almost fainted. She was ten times more beautiful than he remembered. His mouth dropped and he struggled to form a sentence. "Morning Rarity." He smiled "You look lovely today." He smiled and couldn't help staring.

Red patches appeared on Rarity's face "Well… you don't look too bad yourself." Rarity said clearly pleased with the compliment.

"Should we get going? We have a lot of the tour to cover."

"Let's go." Rarity smiled

Rush was hoping today would be less eventful than yesterday but honestly any day with Rarity was eventful.

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><p>The path of cupcakes was set and the-capture-and-ask-Pinkie-about-her-time-on-rock-farm plan or the TCAAPAHORF Plan was ready for action.<p>

"Uh, Twi?" Applejack asked

"Yes AJ?" the Unicorn asked while looking through heavy binoculars, looking for the pink earth pony.

"Why do we have such ah long plan name?"

"_Because_, I explained this already, we have to have our purpose clearly defined so we don't forget our purpose."

"Okay… but isn't kinda obvious…" Applejack asked

"Look! That's what it said in the 'How to make a Devious Plan' book okay!" Twilight sounded stressed

"Sorry ah I asked…"

"Oh! Oh! Here comes Fluttershy and she's talking to Pinkie! This is great!"

"Gimme those!" Applejack snatched the binoculars and peered into them.

Indeed the timid Pegasus was talking to their bubbly friend.

"Closer, closer…" Twilight said softly as Pinkie walked closer to the nearest cupcake.

"TWILIGHT! TWILIGHT!" A voice screamed through the air.

"What!" Twilight yelled at the small purple dragon "Do you realize that me and Applejack are running a secret operation here?" Twilight's mane started to smoke. "What could be _so _important that it can't wait?" Twilight was positively screaming.

"Trixie's back…" Spike's voice was quiet as he watched the steam curl into the air.

Twilight's eyes bulged and her face turned and ugly shade of red.

"Let's go get Rarity and Rainbow Dash; we have a score to settle with that show mare." Twilight sighed and got up, Applejack followed as she had a score to settle as well.

"Twilight!" Pinkie yelled "Can I have these cupcakes?"

"Sure but don't trip on the wire!"

"What wire?" Pinkie walked over to the Twelfth cupcake and was promptly caught in the net that they had set up.

"Fluttershy? Can you get her down and then come to town square?"

"Sure Twilight."

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><p>"Wow, Rarity you really know how to show a pony around town!" Rush smiled as they sat on a blanket in the park, eating a couple of sandwiches and watching ponies play.<p>

"Why thank you Rush! You've been quite pleasant company!" Rarity smiled at Rush.

Rush looked around and then his face fell "Looks like we company." He gestured a hoof to where Twilight and the rest of Rarity's came rushing towards them.

Rarity smiled kindly "They don't normally storm in on my date's you know; let's go see what they want."

The pair met Twilight in the middle. She was breathing hard.

"Trixie…is…_gasp_… back…" Twilight wheezed as she tried to catch her breath

"WHAT!" Rarity screeched "Oh, oh we must go now!" Twilight, Rainbow Dash and Rarity rushed off.

"Who's Trixie?" Rush asked

"A meanie meaner pants who was really mean to Twi, Aj, Rarity and Dashie." Pinkie said "But they're off to get rida her again because she caused a HUGE disaster last time she was here."

"She…" Rush's eye twitched "Was _mean _to Rarity?" Rush stared into the distance

"Yup! Let's go watch them! Com'n Fluttershy and Rush!" Pinkie Skipped off with Fluttershy and Rush following close behind.

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><p>OH NO TRIXIE'S BACKK! :D I hope u enjoyed this peeps remeber Read and Review love, The Famous Remy Potter<p> 


	7. Transformed

WOW! :D I'm sorry that this update took so long, because of this, I'mma gonna shut up and let you Read and Review! :D

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><p>Half of townsquare was taken up by a huge stage. On the stage stood two mares with purple wizards hats. They had microphones and were speaking to the town.<p>

"Here we go again…" Rainbow said, her face set in grim determination. "Twi, you'd better pound her magical ability to the dust."

"Honestly, I'm intrigued to see what she's going to do…" Twilight said staring at the stage.

"Please Twilight, she's going to ask for challengers and you'll be able to best her, once again…" Rarity flipped her curls and looked ahead.

"WELCOME TO THE GREATEST AND MOST SPECTACULAR SHOW YOU WILL EVER SEE! PREPARE TO HAVE YOUR MINDS BLOWN BY THE GREAT. AND. POWERFUL. TRIXIE!" Music started up and fog flowed through the crowd, the two attendants stepped back as a large metal plate rises from under the stage.

"Behold! I am the GREAT AND POWERFUL Trixie! Here to blow your minds!" The blue mare said standing high on the metal platform.

"I highly doubt that…" Twilight said, loud enough for everyone to hear as she pushed to the front of the crowd. She didn't have to work hard, the ponies had moved back for her.

"Excuse me?" The weak and idio-sorry- The GREAT AND POWERFUL Trixie asked staring into the crowd. "Oh it's just Twilight Magical and her ugly friends."

"Wow Trixie, you're reduced to insulting us?" Twilight looked unimpressed "Honestly Trixie I thought you'd learned your lesson with the Ursa Minor incident."

Trixie looked angry "Look Mrs. Magicalness! I'm only interested in _challengers_!"

"I'm willing to challenge you Trixie… If you don't mind." Twilight said as Rush, Pinkie and Fluttershy arrived behind the original group of four.

"Oh please! I could best you anyday!" Trixie said her eyes showing a flicker of nervousness.

"A dual then, Trixie." Twilight said, she looked back her eyes filling with tears when she saw all her friends standing behind her, quietly supporting her in their own unique way.

"Fine! But don't expect to win!" Trixie tossed off her decorated cape and her large metal plate lowered to the stage.

The ponies quickly made a circle, similar to the one that was made when they had the eating contest.

Twilight and Trixie entered the circle, facing each other determined looks on their faces. "Trixie, I really don't want to do this, but you won't leave us alone." Twilight looked mournful as she got herself in battle stance.

Twilight planned to just do a simple spell that would make Trixie bow before her and her friends. She redid her horn for the gem finding spell. Rarity had suggested that spell on their way to the stadium. This way it would represent Rarity, Applejack and Rainbow in some sort of way.

Twilight bowed her head and conentrated allowing her magic to create just the right elements for the gem finding spell.

The magical purple cloud flowed from her horn lowering to the ground hunting for gems.

Suddenly the magic shot up forming into a giant ball. "Huh?" Twilight stared at the ball.

"GREAT JOB TWILIGHT!" The ponies cheered as Trixie stared dumbfounded at the ball.

"I didn't do that.." Twilght said quietly "It looks like a trans… OH MY GOSH! EVERYPONY GET DOWN!" But it was too late, the ball streched and exploded. Twilight gasped and then everything went black.

END OF PART ONE

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><p>Sorry this was so short but hey... your pen tells you when to stop. So I guess I should explain the PART ONE thingie... So my story is broken down in parts each with 6 chapters. I'm not sure if anyone noticed but each chapter is after a mane six character i.e: Rarity: Rushes, Anger: Applejack etc. This is ya' know something fun, a bit challenging but I have something fun to do with the chapter! :D Love (p.s everytime a new part comes up I'll add a new summary at the top to catch you up to speed on the chapter! Love<p> 


	8. Fears

WELCOME TO PART 2! :D wow this is great and amazing-n-stuff. So I'm gonna explain what's going on :D So the words in _italics _are flashbacks of when Princess Celestia trapped her sis into the moon (my take on what happened) This should make the chapters not only longer but more eventful! Now, the story had to go this way because stuff had to come up about Rush so this was a nessecity for the story to move on. If this didn't happen we would be going from nowhere to nowhere! So I wrote up a new summary to part 2 (grins uncontrollably!) So here it is!

Rush Fairs, a thought to be normal pegasus has found himself in the weirdest of situations. As he and the Mane 6 struggle to find out how to solve it he realizes that not only is the problem familier and it's happened before but that he may know how to solve it, and why is the Princess of the Night acting so strangley? Read and Review please!

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><p><em>A former Equestrian Princess sat in her room studying a war map. After years of planning Queen Nightmare was ready to attack the castle and overthrow the sun once and for all. The door creaked open "WHO DARES INTRU- oh it's just thou Commander! Doth thou not know to not intrude upon I, Queen Nightmare Moon?"<em>

_ "I am terribly sorry my Queen, I just came to deliver a message!" The young commander in chief said. He wore black, glided armor with dark blue clothing underneath, his body was humanized._

_ "Are you a common messenger now?" The Queen asked her long, night black hair flowing with unseen wind. _

_ "Nay, but I have the most courage to speak with you." The Commander smiled stiffly._

_ The Queen let out a short laugh. "I see, so what is thou's message?" _

_ "The army is ready to move, and the sun has fallen!"_

_ The Queen stood quickly; she grabbed her gray helmet and rubbed her shoulders._

_ "Yes, I know, this form is hard to adjust to."_

_ "Tis it is, but it is necessary for conquest! Tonight! Will be the last night as the New Lunar Republic will rise!"_

_ "You are most wise and powerful Queen Nightmare." _

_ "Come Commander we must now set forth to conquest the Equestrian rule and start a new age!"_

_ The Queen strode from the room, Commander Rush Fairs followed quickly behind, placing his black helmet over his very dark hair._

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><p>Twilight awoke with a start; she was surrounded by swirling purple mist. She felt dizzy, like she did after performing serious magic. She felt weird, her hooves, her legs, even her head felt off. "What happened?" All Twilight could remember was a wall of purple smoke shooting into the crowd.<p>

Twilight could feel that the magic had stretched all through Equestria. The magic that had been performed was a Shape Shifting spell. She'd been trying to do it for weeks. However, that magic she just performed had not happened just because of her, her magic had been influenced by another force.

Groaning, she picked herself off the ground and screamed. Her body was different! Her fur had been replaced by a weird cover that had small hairs on it. She was wearing a lavender dress and white boots. Her mane hung around her differently, not on her neck. Her hooves had been replaced by _fingers!_ She'd read about them but they felt so much cooler then they said in the book!

Some of the mist cleared, and it became apparent that every other pony had gone under the strange transformation. Each one had a dress on according to their old fur color and they had on white shoes in varying styles according to their personalitites.

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><p>Applejack was the first to wake up after Twilight. She had white cowgirl boots on, and her hair was in a lose ponytail. Her tail was gone and she was completely confused.<p>

"APPLEJACK!" Twilight's voice echoed across the town square.

"Twi? What's going on?" Applejack tried to get up quickly but promptly fell on her face. Being more careful she got on her feet, legs wobbling.

"I'm not sure, but I think we've been transformed, I think everypony in Equestria has been transformed, but I don't have a clue what the hay we are!" Twilight stumbled her way over to Applejack.

"Let's wake everypony up first" Applejack said gesturing to the rest of the gang and Rush. Wait, Rush! He had blue clothing with black armor over it. In his hands were a helmet and his hair was an almost black brown. His outfit did not fit the pattern that all the other ponies had. But, that didn't matter, they had to get everyone up.

Quickly Applejack and Twilight woke up their friends. Pinkie immediately jumped up and started dancing around effortlessly. Rush, Rainbow Dash and Fluttershy had wings, that were white but were tinted the color of their old fur coat, and could fly. Twilight and Rarity didn't have horns but could use their hands to perform their magic. Each clothing item had the ponies' cutie mark magically shining were their right hip was under the fabric. The clothing was made to have all the right support.

Rush was dazed and confused, he felt like there was something he should remember but it wasn't there. His cutie mark was different it was a moon with four shining stars around it. He sat on the small stone road staring at his hands. His black armor glinted in the sun, a long sword hung at his side in a black sheath.

The purple smoke had cleared and several ponies were waking up, surprised screams rang through the air. Whenever this happened Rarity or one of the girls would rush to help the pony and explain what was going on.

The ruckus was disrupted by the sight of three golden carriages coming from the sky each pulled by Pegasi wearing newly fitted gold armor. On one stood a very self-important looking mare with scarlet hair and pure white wings. She was holding a piece of parchment and a quill.

"Good morning Elements of Harmony!" The mare said stepping off the chariot. "As you may have noticed, strange things have befallen Equestria. The Princesses have requested that Twilight Marie Sparkle, Pinkamena Diane Pie, Applejack Crumble Apple, Rainbow Lynn Dash, Rarity Francis Belle, Fluttershy Mia Flynn and Rush Arnold Fairs report to the castle!" The messenger mare was reading her letter when she said this. She looked up at the ponies faces "Well? We have much to do! Let's go!" She gestured to the empty carriages.

"Excuse me miss…" Rush said

"Solitaire, Solitaire Diamond personal assistant to Princess Celestia. How can I be of assistance?" The mare asked batting her eyes. Rarity threw her a glare.

"How did the Princesses know I was here?" Rush asked "I'm just a regular pony, why am I important."

"The Princesses have their ways, and by the looks of you, you are very important whether or not you know it." She winked and, once again, gestured to the carriages where the girls were figuring out where each of them should go.

Rarity smiled warmly at Rush as he approached. "Let's go!" Solitaire said and the carriages flew off.

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><p>"<em>PRINCESS CELESTIA! PRINCESS CELESTIA!" A voice rang through the quiet castle.<em>

"_Yes?" The, still a pony, Princess asked._

"_The New Lunar Republic army approaches!" A very worried looking postmare said. "And they're changed!"_

"_I was afraid of that…" The young Princess said "I feared tonight would come, that my sister would find dark magic to give her an uncertain advantage. Tonight, I fear, will be the end of the Harmony Reign and the Solar Empire or the New Lunar Republic will overtake Equestria!"_

"_But, what if we kept the Reign of Harmony after you defeat Princess Luna?" The blonde mare asked._

"_That is… very wise Messenger Hooves, we do not need to quit the Harmony actions we have at this point of time because only one Princess rules, however I fear that my sister will not see the sense you do. I fear that the army and my sister will prove too great for the Solar Empire forces." The Princess paced._

"_Princess! We mustn't give up hope! It is all we have left in this terrible war!"_

"_If it becomes necessary I will be forced to use the elements of harmony to banish her and her commander to the moon. It is not something I wish to do."_

"_I'm happy to hear you haven't given up hope Princess." Messenger Derpy Hooves said._

"_I have worried myself these past couple years about why the moon was so dark, my sister was missing, and the hope that I had was gone…" Celestia bowed her head._

_A large shattering crash rang through the long palace hallway. "Our enemy approaches." Celestia said gravely "Messenger, will you accompany me to the battle field to meet Luna and her Commander?"_

"_M-m-m-mee?" Derpy stammered_

"_Yes! Now let's go!" Golden armor appeared on the, eyes not yet derped, Pegasus. The Princess and Derpy whizzed outside and took to the battle._

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><p>"Twilight…. Twilight…. TWILIGHT!" A voice said shaking the blue haired unicorn.<p>

"What? Huh?"

"We're here" Applejack's voice said

"Oh I had a horrible dream!"

"I am afraid that this is no dream Twilight." Rarity said somewhere near the carriages door. "But we mustn't be late to meet the princesses!"

Twilight unstuck her odd cover from the window and got up, still a bit shaky like when Rarity made her test out her new gala shoes. Slowly and carefully she made her way out of the carriage thinking about the strange dream she'd had about Princess Celestia.

Rarity stumbled on her way out of the carriage, ever since this new form had taken place she'd felt un-ladylike all the time.

She felt a steadying hand find her right…. Arm, the word clicked in her head. She looked up to find Rush standing perfectly normal despite the circumstance. He was holding her arm so she wouldn't trip.

He carefully pulled her up and kept a steadying hand on her shoulder. Rarity noticed that her skin was pretty white compared to the others. It was almost translucent and gave a pretty vibe. Straightening she felt a bit better about this form.

"Rush? How do you know how to walk already?" Rarity said

"I'm not sure." He said "I just do…"

"RARITY! IT'S TIME TO GOO!" Pinkie's voice sailed through the air.

"Shall we?" Rush offered her his arm and they set of towards the castle.

Rainbow Dash glided above her friends , her rainbow hair streaming behind her. The dress she had was made to fit her needs, so she could fly freely. Ever since she woke up the only times her feet ever hit the ground were when she first woke up and when they got on the carriges.

Flying was a part of Rainbow's being, a 6th sense if you will so having her wings was great! The only comfort she had since the accident, well, you know, besides her friends.

The huge golden doors of the palace loomed in the distance. Below Twilight grabbed her head, like something was off.

"Twilight!" Fluttershy rushed to her friend "Is everything all right?" he kind voice placed a reassuring feel over Rainbow's thundering heart.

"Yeah, I'm fine just a… memory problem." Twilight smiled and they continued to walk.

As they approached the doors, trumpets sounded and the great golden doors opened, letting the ponies in.

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><p>It's official I suck at summaries but hey, you get the gist. Please review :D love, Remy Potter!<p> 


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